lunjian15-上市公司信息披露管理办法(英文)

2021年1月26日发(作者：rayon)
Order of China Securities Regulatory Commission
(No. 40)

The Administrative Measures for the Disclosure of Information of Listed Companies, which were
deliberated
and
adopted
at
the
executive
meeting
of
the
196th
chairmen’s
meeting
of
China
Securities Regulatory Commission on December 13, 2006, are hereby promulgated and shall come
into force as of the date of promulgation.

Shang Fulin

Chairman of China Securities Regulatory Commission

January 30, 2007

Administrative Measures for the Disclosure of Information of Listed Companies

Chapter I General Provisions


Article 1 For the purpose of regulating the information disclosure acts of issuers, listed companies
and
other
information
obligors,
strengthening
the
administration
of
information
disclosure,
protecting
the
legitimate
rights
and
interests
of
investors,
these
Measures
are
formulated
in
accordance
with
the
Company
Law,
the
Securities
Law
and
other
laws
and
administrative
regulations.


Article
2
An
information
disclosure
obligor
shall
disclose
its
information
truthfully,
accurately,
completely and in time. The information disclosed shall not contain any false record or misleading
statement or serious omission.

An information disclosure obligor shall simultaneously and openly disclose its information to all
investors.




When a listed company, which issues securities and the derivatives
thereof in the domestic and
overseas markets, disclose information in the overseas market, it shall simultaneously do so in the
domestic market.

Article 3 The issuer, and the directors, supervisors and senior managers of a listed company shall
perform
their
duties
faithfully
and
diligently
and
ensure
that
the
information
will
be
disclosed
truthfully, accurately, completely, and fairly and in time.

Article
4 Prior
to
the
disclosure
of
any
inside
information,
no
insider
may
publicize
or
divulge
such information or commit insider dealings.

Article
5
The
information
disclosure
documents
mainly
include
the
stock
prospectuses,
bond
prospectuses, listing announcements, periodic reports and temporary reports.

Article 6 To disclose any information according to law, a listed company or any other information
obligor shall submit the draft announcements and other reference documents to the stock exchange
for
register
and
shall
publish
them
on
the
medium
designated
by
China
Securities
Regulatory
Commission (hereinafter referred to as the CSRC).

No information disclosure obligor may publish any information on the company’s website or on
any other medium earlier than it does so on the designated medium, or replace its obligation to
issue
reports
and
announcements
by
releasing
news
or
answering
questions
of
journalists,
or
replace its temporary reporting obligation with periodical reports.

Article
7
An
information
disclosure
obligor
shall
submit
the
draft
announcements
and
other
reference
documents
to
the
securities
regulatory
bureau
of
the
registration
place
of
the
listed
company and make them available for public reference at the company’s domicile.


Article
8
An
information
disclosure
document
shall
be
in
Chinese.
If
it
is
simultaneously
accompanied by a text in a foreign language, the information disclosure obligor shall ensure that
both texts contain the same content. Where there is any discrepancy between them, the Chinese
text shall prevail.

Article 9 The CSRC shall supervise the information in the information disclosure documents and
announcements, management of the information disclosure, as well as the acts of the controlling
shareholders, actual controllers and information disclosure obligors.

A
stock
exchange
shall
supervise
the
information
disclosed
by
listed
companies
and
other
information disclosure obligors, urge them to disclose information in a timely and accurate manner,
and exercise a real-time monitoring of the dealings of securities and the derivatives thereof. The
listing
rules
and
other
information
disclosure
rules
formulated
by
the
stock
exchange
shall
be
submitted to the CSRC for approval.

Article 10 The CSRC may formulate special provisions on the disclosure of information of listed
companies in special sectors such as finance and real estate sectors.

Chapter II Stock Prospectus and Bond Prospectus and Listing Announcements

Article 11 The stock prospectus formulated by the issuer shall conform to the relevant provisions
of
the
CSRC.
Any
information
which
may
have
a
major
impact
on
the
investors’
investment
decisions shall be disclosed in the stock prospectus.

After an application for public offering of securities has been approved by the CSRC, the issuer
shall publish the prospectus prior to the offering of securities.

Article 12 The directors, supervisors and senior managers of an issuer shall confirm in writing the
stock prospectus so as to ensure the authenticity, accuracy and completeness of the
information
disclosed.

The stock prospectus shall bear the seal of the issuer.

Article 13 Where an issuer applies for the initial public offering of stocks, the issuer shall, during
the period after the CSRC accepts the application documents and before the issuance examination
committee examines them, disclose the draft prospectus on the website of the CSRC in advance.

The draft prospectus disclosed in advance is not the issuer’s formal document on the offering of
stocks,
so
it
shall
not
contain
any
price
information,
and
the
issuer
shall
not
issue
any
stock
accordingly.

Article 14 Where any major event occurs during the period after a stock offering application has
been examined and approved by the CSRC and before the end of offering, the issuer shall submit a
written explanation to the CSRC and shall, upon permission of the CSRC, revise the prospectus or
make a supplementary announcement correspondingly.

Article 15 To apply for the listing of any stocks, the applicant shall prepare a listing announcement
according
to
the
requirements
of
the
stock exchange
and
shall
publish
it
upon
examination
and
permission of the stock exchange.

The directors, supervisors and senior managers of the issuer shall confirm in writing the listing
announcement
so
as
to
ensure
the
genuineness,
accuracy
and
completeness
of
the
information
disclosed.

The listing announcement shall bear the seal of the issuer.



Article 16 Where the stock prospectus or listing announcement quotes any professional opinion or
report of the recommender or securities service institution, the relevant content thereof shall be in
conformity with the content of the document issued by the said recommender or securities service
institution
so
as
to
ensure
that
the
quoted
recommender’s
or
the
securities
service
institution’s
opinions will not be misleading.

Article
17
The
relevant
provisions
of
Articles
11
through
16
of
these
Measures
on
the
stock
prospectus shall apply to the corporate bond prospectus.

Article 18 After a listed company issues any new stocks in a non-public manner, it shall disclose
its report on the offering in pursuance of the law.


Chapter III Periodic Reports


Article 19 The periodic reports, which a listed company shall disclose, include the annual, interim
and
quarterly
reports.
Any
in
formation
which
may
have
a
major
impact
on
the
investors’
investment decisions shall be disclosed.

The financial accounting statements included in the annual report shall have been audited by an
accounting firm which has the relevant qualifications for business of securities or futures.


Article 20 An annual report shall be completed and disclosed within 4 months from the date of end
of each fiscal year, an interim report shall be completed and disclosed within 2 months after the
end of the first half of each fiscal year, and a quarterly report, within 1 month after the end of the
third month and of the ninth month of each fiscal year.

The time for the disclosure of the quarterly report of the first quarter shall not be earlier than the
time for the disclosure of annual report of the previous one year.



Article 21 An annual report shall contain:

(1)
the basic information of the company;
(2)
the main accounting data and financial indicators;
(3)the information about the issuance and changes of corporate stocks and bonds, the total amount
of stocks and bonds by the end of the reporting period, total number of shareholders, as well as the
shares held by the 10 biggest shareholders;

(4)the
information
about
the
shareholders
holding
5%
or
more
of
the
shares,
the
controlling
shareholders and the actual controllers;

(5)the information about the appointment of directors, supervisors and senior managers, changes
of the shares held by them, as well as their annual remunerations;

(6)the report of the board of directors;
(7)the discussions and analyses of the management team;
(8) the major events occurring within the reporting period and their influence on the company;
(9) the full texts of the financial accounting statements and audit report; and
(10) other matters prescribed by the CSRC.

Article 22 An interim report shall contain:

(1) the basic information of the company;
(2)the main accounting data and financial indicators;
(3)the information about the issuance and changes of corporate stocks and bonds, the total number
of shareholders, as well as the shares held by the 10 biggest shareholders;

(4)the discussions and analyses of the management;

(5)the
major
events
occurring
within
the
reporting
period,
such
as
important
lawsuits
and
arbitrations, as well as their influence on the company;
(6)the financial accounting statements; and
(7) other matters prescribed by the CSRC.



Article 23 A quarterly report shall contain:
(1) the basic information of the company;
(2)the main accounting data and financial indicators; and
(3) other matters prescribed by the CSRC.
Article
24
The
directors
and
senior
managers
of
a
listed
company
shall
confirm
the
periodic
reports in writing. The board of supervisors shall put forward its examination opinions in writing
to
state
whether
or
not
the
preparation
and
examination
procedures
of
the
board
of
directors
conform to the relevant laws, administrative regulations and the CSRC’s provisions, and whether
or
not
the
contents
of
the
report
can
truthfully,
accurately
and
completely
reflect
the
actual
information of the listed company.

Where any director, supervisor or senior manager is unable to guarantee or denies the genuineness,
accuracy or completeness of any periodic report, he shall state the reasons, express his opinions,
and disclose them.

Article
25
Where
a
listed
company
forecasts
that
there
will
be
any
loss
or
big
change
to
its
business performances, it shall timely make an announcement in advance.

Article 26 If the performances are divulged or if there is any hearsay about the performances and
if
the
transactions
of
corporate
securities
and
the
derivatives
thereof
fluctuate
abnormally,
the
listed company shall disclose the relevant financial data of the current reporting period in time.

Article
27
Where
a
non-standard
audit
report
is
issued
on
the
financial
accounting
statements
included
in
a
periodic
report,
the
board
of
directors
of the
listed
company
shall
make
a
special
explanation about the items involved in the audit opinions.

Where a non-standard audit report is issued on the financial accounting statements included in a
periodic
report,
if
the
stock
exchange
considers
that
any
violation
is
involved,
it
shall
file
an
application with the CSRC for investigation.

Article 28 Where a listed company fails to disclose its annual report or interim report within the
prescribed time limit, the CSRC shall immediately establish it as a case for investigation and the
stock exchange shall punish it according to the rules on the listing of stocks.

Article 29 The formats and rules for the preparation of annual, interim and quarterly reports shall
be separately formulated by the CSRC.


Chapter IV Temporary Reports



Article 30 In the case of a major event that may considerably affect the trading price of a listed
company’s shares and
that is not yet known to the investors, the listed company shall disclose it to
them, stating the cause, the present situation, and the possible legal consequence of the event.
The
term
“major
event”
as
mentioned
in
the
preceding
paragraph
includes
the
fo
llowing
circumstances:
(1)
A major change in the business guidelines or business scope of the company;
(2)
A decision of the company on any major investment or major purchase of asset;
(3)
An important contract as concluded by the company, which may produce an important effect
on the assets, liabilities, rights and interests or business achievements of the company;
(4) The incurrence of any major debt in the company or default on any major debt that is due, or
the occurrence of liability for any large sum of compensation;

(5) The incurrence of any major deficit or a major loss in the company;

(6) A major change in the external conditions for the business operation of the company;

(7) The change of any director, one-third or more of the supervisors or managers of the company,
or the chairman of the board of directors or the manager being unable to perform his duties;

(8)
A
considerable
change
in
the
shares
of
the
shareholders
or actual
controllers
each
of
whom
holds or controls no less than 5% of the compa
ny’s shares;

(9) A decision of the company on capital decrease, merger, split-up, dissolution, or application for
bankruptcy,
or
entering
into
the
bankruptcy
procedure
or
being
ordered
to
close
down
in
accordance with the law;


(10) Any major litigation, arbitration in which the company is involved, or where the resolution of
the general meeting of shareholders or the board of directors has been cancelled or invalidated;
(11)The
company
is
investigated,
given
any
criminal
punishment
or
major
administrative
punishment
by
the
competent
organ
due
to
any
violation
of
law
or
regulation,
or
any
director,
supervisor or senior manager of the company is investigated or subject to mandatory measures by
the competent organ due to any violation of law or discipline;

(12)Any newly promulgated law, regulation, rules or industrial policy that may considerably affect
the company;
(13)A resolution of the board of directors on the new stock offering plan or any other financing
plan or equity incentive plan;

(14)A court ruling which prohibits the controlling shareholder from transferring its shares; or 5%
or
more
of
the
shares
held
by
any
shareholder
is
pledged,
frozen,
judicially
auctioned,
kept
in
custody or in trust, or the voting rights of such shareholder are limited;




(15)The main assets have been sealed up, detained, frozen, mortgaged or pledged;
(16)The main or all businesses have stopped;

(17)Providing any important external guaranty;
(18)Obtaining a large sum of government subsidy or any other extra proceeds which are likely to
produce important effects on the assets, liabilities, rights and interests or business achievements of
the company;
(19)Changes in the accounting policies or accounting estimates;
(20) There is any error in the information disclosed previously or because the company fails to
disclose information as required or because the information disclosed contains any false record so
that the company is ordered to make a correction by the relevant organ or the board of directors of
the company decides to make a correction

(21)Other circumstances as prescribed by the CSRC.

Article 31 A listed company shall timely perform the obligation to disclose the information about a
major event when any of the following circumstances is the first to occur:
(1)
The board of directors or board of supervisors makes a resolution about the major event;
(2)
The parties concerned enter into a letter of intent or agreement on the major event; or
(3)
The directors, supervisors or senior managers know the major event and report it.

Where any of the following circumstances occurs before the occurrence of the circumstances as
mentioned
in
the
preceding
paragraph,
the
listed
company
shall
timely
disclose
the
present
situation and the risk factors which may affect the progress of the major event:
(1)It is difficult to keep this major event confidential;
(2)This major event has been divulged or there is already any hearsay in the market; or
(3)There is any abnormal transaction of the corporate securities or their derivatives.




Article 32 After a listed company discloses a major event, if the progress or change of this major
event may considerably affect the transaction prices of its securities and the derivatives thereof, it
shall timely disclose the progress or change as well as its possible consequences.

Article
33
Where
any
major
event
as
mentioned
in
Article
30
of
these
Measures
occurs
in
a
subsidiary
controlled
by
a
listed
company,
if
it
is
likely
to
considerably
affect
the
transaction
prices
of
the
listed
company’s
securit
ies
and
the
derivatives
thereof,
the
listed
company
shall
perform the information disclosure obligation.

For the possible occurrence of any event that may considerably affect the transaction prices of a
listed
company’s
securities
and
the
derivatives
ther
eof,
the
listed
company
shall
perform
the
information disclosure obligation.


Article 34 Where a listed company’s act of acquisition, merger, split
-up, issuance or re-purchase of
shares
results
in any
big
change
in
its
total
stock
capital,
shareholders
or actual
controllers,
the
information
disclosure
obligor
shall
perform
the
obligation
to
issue
a
report
or
announcement,
disclosing the changes in the rights and interests.

Article 35 A listed company shall pay attention to the abnormal transactions of its own securities
and the derivatives thereof as well as the medium’s reports about it.

Where any abnormal
transactions or media information of securities and the derivatives
thereof
may considerably affect the transactions of the corporate securities and the derivatives thereof, the
listed company shall timely find out the facts from all aspects and shall make inquiries in writing
where necessary.


A listed company’s shareholders, actual controllers and the concerted parties thereof shall timely
and accurately inform the listed company about whether any major event, such as equity transfer
or
asset
reorganization,
will
occur,
and
assist
the
listed
company
to
carry
out
the
information
disclosure work properly.

Article
36
If
the
CSRC
or
the
stock
exchange
confirms
that
any
transactions
of
the
corporate
securities and the derivatives thereof are abnormal, the listed company shall timely find out the
factors which result in the abnormal fluctuations of transactions of securities and the derivatives,
and shall timely disclose them.


Chapter V Management of Information Disclosure Affairs


Article 37 A listed company shall work out rules on
the management of information disclosure
affairs, which shall contain:

(1) the information which shall be disclosed and the criterions for disclosure;
(2)procedures for the transmission, check and disclosure of undisclosed information;
(3)the
duties
of
the
administrative
department
for
information
disclosure
affairs
and
the
person-in-charge thereof in the work of information disclosure;
(4)the
reporting,
deliberation
and
disclosure
duties
of
the
directors
and
the
board
of
directors,
supervisors and the board of supervisors, and senior managers, etc.;

(5)the rules on the records and preservation of records of the fulfillment of duties by the directors,
supervisors and senior managers;

(6)the
confidentiality
measures
for
the
undisclosed
information,
the
range
and
confidentiality
responsibilities of the insiders of the inside information;
(7)the
internal
control
and
supervision
mechanism
for
the
management
of
financial
affairs
and
accounting calculation;
(8)the
application
for,
check
and
announcement
of
information
to
be
publicly
released,
and
the
information communication with the investors, securities service institutions, media, etc. as well
as the relevant rules;

(9)the archival management of documents and materials relating to information disclosure;
(10)the
rules
on
the
management
and
reporting
of
information
disclosure
affairs
relating
to
the
subsidiaries of the listed company; and
(11)the
investigation
and
punishment
mechanism
regarding
the
liabilities
for
failure
to
disclose
information as required, the measures for punishing violators.

A
listed
company’s
rules
on
the
management
of
information
disclosure
affairs
shall,
up
on
deliberation and adoption of its board of directors, be submitted to the securities regulatory bureau
of its registration place and to the stock exchange for archival purposes.

Article 38 The directors, supervisors and senior managers of a listed company shall be diligent and
duteous. They shall pay attention to the preparation of information disclosure documents so as to
ensure that the periodic reports and temporary reports can be disclosed within the time limits set
forth, and shall help the listed company and other information obligors to perform the information
disclosure obligation.

Article
39
A
listed
company
shall
set
forth
the
procedures
for
the
preparation,
deliberation
and
disclosure of periodic reports. The managers, financial person-in-charge, secretary of the board of
directors and other senior managers shall timely work out draft periodic reports and submit them
to
the
board
of
directors
for
deliberation.
The
secretary
of
the
board
of
directors
shall
be
responsible for serving the said drafts on the directors for checking. The chairman of the board of
directors
shall
be
responsible
for
convening
and
presiding
over
the
meetings
of
the
board
of
directors for the deliberation of periodic reports. The board of supervisors shall be responsible for
the examination and approval of the periodic reports worked out by the board of directors. The
secretary of the board of supervisors shall be responsible for organizing the work of disclosure of
periodic reports.

Article
40
A
listed
company
shall
set
forth
the
procedures
for
the
reporting,
transmission,
examination, checking and disclosure of major events. When the directors, supervisors and senior
managers
have
the
knowledge
of
a
major
event,
they
shall,
according
to
the
provisions
of
the
company,
immediately
perform
their
reporting
obligation.
When
the
chairman
of
the
board
of
directors receives a report,
he shall immediately report
it to the board of directors
and urge the
secretary of the board of directors to organize the work of disclosure of temporary reports.

Article 41 A listed company shall, holding introduction meetings, analyzers’ meetings, road shows,
accepting the investors’ investigation, etc., communicate with the institutions and individuals in
respect of the business operations, financial status and other events, but it shall not provide any
inside information.